Cynthia Marshall - Director | JELD-WEN Holding (JELD) Executive Profile & Compensation

About Cynthia G. Marshall

Independent director at JELD-WEN since 2021; age 65. Former CEO of the Dallas Mavericks and long-time AT&T executive focused on regulatory affairs, culture, and DEI; currently a consultant and founder of Marshalling Resources. Education: B.A. in business administration and B.A. in human resources management from UC Berkeley; four honorary doctorates .

Past Roles

Organization	Role	Tenure	Committees/Impact
Dallas Mavericks	CEO; Consultant	CEO: 2018–2024; Consultant: 2025–present	Led culture rebuild and compliance processes; Mavericks won NBA Inclusion Leadership Award in 2020 and 2022; launched TV partnership in 2024 expanding free game access to ~10M Texans .
Marshalling Resources	Founder, President & CEO	2017–present	Advisory leadership on culture and inclusion initiatives .
The Dow Chemical Company	Chief Inclusion Officer	2017–2018	Corporate inclusion strategy execution .
AT&T	SVP, HR & Chief Diversity Officer; President, AT&T North Carolina	2012–2017; 2007–2012	Led DEI programs; directed regulatory, legislative, and community affairs in NC .
North Carolina State Chamber of Commerce	Chair	Not specified	Community and policy leadership .

External Roles

Organization	Role	Tenure	Committees/Impact
BGSF, Inc.	Director (public company)	2020–present	Public board experience; human capital and governance perspective .
Dallas CASA; Dallas Regional Chamber; Texas Women’s Foundation; Texas 2036	Non-profit board member	Various	Community impact and stakeholder engagement .

Board Governance

Committee assignments: Compensation Committee member; Governance & Nominating Committee member (ESG oversight resides primarily with Governance & Nominating) .
Independence: Affirmatively determined independent under NYSE rules and Exchange Act Rule 10A-3(b)(1) .
Attendance and engagement: Board met 11 times in 2024; committee meetings—Audit 8, Compensation 6, Governance 4; all directors met at least 75% attendance thresholds and attended the 2024 annual meeting. Independent director executive sessions occur at all Board meetings .
Governance policies: Stock ownership requirements for directors (5x cash retainer); no hedging or pledging policy; Board has independent Chair and executive sessions; annual self-evaluations; clawback policy; director resignation policy .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$100,000	Standard non-employee director retainer; no meeting fees .
Committee chair fee	$0	Not a chair of any committee .
Board Chair fee	$0	Applies only to Board Chair; Marshall is not Chair .
Equity (RSUs)	$150,000	Annual RSU grant; one-year vest .
2024 reported compensation	Cash: $100,000; Stock awards: $150,000; Total: $250,000	Per 2024 director compensation table .

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting
Annual RSUs	Apr 25, 2024	7,153	$150,000	One-year cliff vest from grant date .

JELD-WEN’s director equity is time-based RSUs; directors do not receive PSUs or options as part of the annual non-employee director compensation policy .

Other Directorships & Interlocks

Current public company boards: BGSF, Inc. (2020–present) .
Compensation committee interlocks: None—no interlocking relationships between JELD-WEN Compensation Committee members and other companies’ executives/comp committees in the past year .
Related-party transactions: None involving directors >$120,000 in 2024; governance policy requires review/approval of any related-party transactions .

Expertise & Qualifications

Skills: Human capital management, ESG, compliance, regulatory/government relations, public company board experience, and CEO leadership .
Recognitions: Named one of the world’s most inspiring female leaders by Forbes (2021); team DEI awards (NBA Inclusion Leadership 2020, 2022) .
Board skills matrix: ESG and human capital experience reflected in Board skills framework .

Equity Ownership

Metric	Value
Shares beneficially owned	29,837
% of shares outstanding	0.035% (calculated from 29,837 ÷ 85,365,636 outstanding)
RSUs outstanding (12/31/24)	7,153
Ownership guideline	Directors must hold stock/RSUs equal to 5x annual cash retainer; all directors in compliance or on track as of 12/31/24 .
Hedging/Pledging	Prohibited; no director or executive officer pledging since IPO except one legacy pledge by another director (Wendt), grandfathered and disclosed; policy cannot be waived .
Deferred compensation	Directors may defer up to 100% of fees or RSUs under the Deferred Compensation Plan (general plan terms) .

Governance Assessment

Positives: Independent director serving on Compensation and Governance & Nominating (ESG) committees, reinforcing board oversight of pay, human capital, governance, and ESG; Board independence, ownership guidelines, anti-hedging/pledging policy, and annual self-evaluations bolster alignment and accountability .
Engagement: Meets attendance expectations; participated in a board with regular executive sessions of independent directors, signaling robust oversight .
Alignment: Receives standard cash retainer and time-based RSUs; complies or is on track with director ownership requirements .
Conflicts/related-party exposure: No related-party transactions recorded for 2024; no interlocks reported; external board at BGSF (staffing) presents low direct operational conflict with JELD-WEN (building products) and enhances human capital expertise .
Shareholder signals: 2024 say-on-pay approval at 96.63% indicates investor support for compensation governance; MIP paid 0% in 2024 due to under-target EBITDA/OCF, reinforcing pay-for-performance discipline (executive program signal) .

Overall, Marshall’s committee roles, DEI and compliance background, and independent status support board effectiveness in human capital and ESG oversight, with no disclosed red flags on conflicts, pledging, or attendance .